Memory
by Fierceawakening
Summary: Giftfic for Lyricality. Yet more fix-it fic for Season 2. With Orion Pax on their side, the Decepticons have won the war. Megatron exults in his victory - and in his new consort. But Orion is plagued with doubt, and his recharge is filled with nightmares. M for sticky, dub-con, and Megatron being a horribly manipulative bastard.


Megatron's optics flickered, bright red sparks of light dancing across them as his systems revved to life. He'd felt something -

_Orion?_

He moved with the programmed instinct of a warrior, turning over and wrapping his arms around the broad metal frame beneath him. The mech was big, strong - modified for war, as Megatron himself had been built for it. He thrashed in Megatron's grip, shuddering violently.

Power surged through Megatron's weapons systems. He knew the mech flailing beneath him, knew exactly how much damage those reinforced arms could do, exactly how much power lay hidden the engines tucked in the depths of that armored frame, exactly how smoothly those deceptively narrow hips could throw him -

"Orion!"

The mech beneath him shuddered, so violently he could barely hang on. He felt the heat coiled in the cannon atop his arm and growled low, tension coiling in his frame. His spark crackled, eager for a fight.

"Calm yourself!" Megatron hissed, clutching tighter, unsure whether he was addressing his berthmate or himself.

Azure optics glowed, so incandescent they shone almost white, as if they might burn themselves out at any moment. The twin, piercing lights were all that Megatron could see of Orion's face. A battlemask covered the rest of his faceplates, the protective plating pitted with the scratches and rust of long years of war.

The face so close to Megatron's own was not the face of a trusted comrade, much less of a cherished partner. It was the face of a soldier, determined and fearless, certain of his mission and devoted spark and servo to the destruction of his enemies.

"There is no need for your mask here, Orion Pax."

The soldier stared, his unfocused optics seeing a battlefield from long ago. Megatron felt the frame beneath him tense and braced himself, ready should Orion try to toss him off.

But the tremor passed, the bright berserker light in the azure optics dimming. "Megatronus?"

"I am no threat to you." _And you are no threat to me, _Megatron thought, _though it seems my systems still think so._

Another tremor ran through the mech's frame, but this one was less intense - and less aggressive.

"No threat -" he repeated, his voice empty of emotion.

"Retract your mask."

"I -" Orion stammered once. Then, with a soft click, the metal covering his lower faceplates parted, sliding back into its place at the side of his helm and exposing the smooth, silver expanses of the mech's cheek plates and the thin line of his mouth.

"That's better," Megatron rasped, his strong grip softening into an embrace. He remained alert, ready to tighten his hold at any moment if Orion resisted him again. "Another nightmare?"

"I dreamed of war."

Megatron's mouth curled into a snarl, fangs glittering. Then, recovering, he calmed, smoothing his face into a sympathetic mask. "It is no sin to dream of war, Orion Pax."

His placid smile became a grin, bright with fangs. "Especially now that we've won it."

"Perhaps you're right, old friend." An echo of his grin ghosted across Orion's faceplates. "But -"

Megatron hissed softly. Orion quieted, his voice fading out in a burst of unsure-sounding static. Megatron slid a hand down the younger mech's side. The plating there was warm, and Megatron heard the unmistakable whir of cooling fans roaring to life.

He grinned, imagining what Orion must have been remembering. The last of their Autobot enemies had fallen mere months ago, defiant to the last. But their new leader had been no match for their old one, and with the last guttering flicker of his spark, a generation of bitter war had finally come to an end.

Drunk on their victory, the Decepticons had thrown themselves into riotous celebration, the flames of their enemies' burning surging through their sparks. They'd danced, sparred, and dragged one another to berth, clawing and tearing at one another as though they'd forgotten how not to fight.

And thrown themselves at Megatron. As the mech who had finally led them to victory, he'd had the right to any and all of them - and they'd nearly started a riot right there in the halls of the Nemesis as they vied with one another to be the first.

Megatron licked his fangs, tasting his own sharpness. He had only wanted one.

He'd feared, at first, that Orion might resist him. Unlike the others, who exulted in the deaths of their enemies, Orion had watched their sparks gutter and die with obvious, deep sorrow. When they had returned, at last, to the Nemesis, Orion had asked Megatron again and again for their names, repeating the designations again and again like a mantra, as though it would better commit them to his memory.

But Orion had proven as willing as any other would have been once Megatron got him alone, his interface panels sliding aside as soon as the door had shut behind them. His engines revved at the memory: Orion's optics, warrior-bright, fixed on Megatron's face as though the sight of it could drive away the memory of battle. His proud spike, graxefully curved, fluid already glistening at its tip. And his valve, wide and open, lubricant leaking from it in silent testament to his desire.

Orion had killed in the last battle. He hadn't wanted to. Unlike his Decepticon comrades, Orion was not built for war. And he came from Iacon, the capitol of their homeworld, a city of peace and glittering stagnation. He had never lived in the cities of the downtrodden, never fought in the gladiatorial arena where the workers turned their desperation on one another until the lesser of them died.

He had fought for Megatron, in those last days of the war, and fought bravely. But he had never delivered the killing blow to any of the Autobots.

Until that last, fateful moment, when their new leader, mad with grief and with terror at the thought of finally falling to the Decepticons' might, had attacked Megatron, systems afire with the fury of the desperate.

"You've taken the only one who could save us, Megatron," the mech had growled, launching himself at the Decepticon leader in a blur of red and white, blades springing silver and deadly from the ends of his arms. "And we've lost. But you will die for what you've done -"

"To Cybertron? To Earth?" Megatron had taunted.

"No," the mech had answered, his mouthplates set in a grim line. "To him."

Megatron had raised his cannon, intent on vaporizing his attacker, but had found himself thrown to the ground. The mech's optics had blazed a mad, eldritch green, and the strength in that chassis had overwhelmed him. He'd seen the daggers raised to finish him, heard a shout of distress somewhere nearby, the shock of a loyal lieutenant who had never expected to see Megatron fall -

- and then the green unnatural light in his enemy's optics had shifted to bright blue that flickered and died as the Autobot fell, a blade piercing his own back. As the colorful frame dimmed to grey, Megatron had looked up to see Orion standing over him, the younger mech's arm a blur of metal as it shifted from a weapon to a hand.

"You saved my life, old friend," Megatron had murmured, as that hand reached down to help him up.

And in the silence of their shared berth that night, anyone but Megatron might have thought Orion meant to celebrate, his hands digging hard into Megatron's plating enough to sting, his hips rocking in desperate sync with the spike slamming into his valve.

Feeling those fingertips curl hard between his armor plates, feeling the valve around him stretch and dent with the force of his thrusts, Megatron knew that Orion meant to forget.

He felt Orion shudder now, responding to his touch. His hand traced its way to the younger mech's shoulder, finding the insignia welded there. His own mark, the symbol of his Decepticon legions, pristine and gleaming. Orion gasped as Megatron's claws moved over it. It was still fresh, and Megatron knew his touch must ache, lancing dull pain through the sensors in the healing metal.

He leaned down to kiss Orion, feeling the mouthplates beneath him shift, smooth but for the dents and scratches of many centuries. Orion moaned into Megatron's mouth, a low sound of relief. Emboldened, Megatron dug his claws into the symbol's edges, sure that his partner would welcome the possessiveness.

He heard the click of an interface panel opening and his spark whirled in his chest. _Forget your nightmares, Orion Pax. _he thought, feeling Orion's spike emerge between them, pressing against the plating near his pelvis. He could feel Orion's valve as well, its rim slick with moisture, pressing wet and eager against him.

His own spike thudded against its housing. _I will help you to forget._

But Orion was squirming beneath him again, wrenching their mouths apart with a violent motion. "But - in my dream - you were different. Not as you are now. You marched over the battlefield, charred metal in your wake, and where you passed, the living metal of the world dimmed to the gray of death, and did not reawaken."

Megatron growled again, a low, soft sound. _What you dreamed is exactly what I am now, Orion Pax, _he thought. _And exactly what I always have been._

Aloud he said, "Our world is lifeless now. That is why we are here. It is no surprise that you would dream of it."

A spasm of pain crossed Orion's silver face, the thin lip plates wrenching themselves into a soundless scream. "But - I remember none of it -"

"I know," Megatron whispered, his voice a staticky, rasping purr, his fanged mouth pressed to Orion's audio receptor.

Orion was not so easily won over. "None of the war that set us against our own cousins. None of the devastation that destroyed our world. I remember only - awakening here, with you."

"And fighting the last battle." Megatron's head moved to the cabling at Orion's neck. He opened his mouth, extending his glossa to lick. "At my side."

"Killing -" Orion answered, the word a choked, agonized gasp, laced through with static. His free arm wrapped around Megatron, clenching tight enough to hurt. "That mech - I don't even know if he knew me -"

Megatron's lip plates moved against Orion's neck, the scars rough against the cables there. Orion sighed, and Megatron opened his mouth to bite, the tips of his fangs piercing pinpricks in the cabling.

He slid his spike cover aside, pressing against Orion, letting the younger mech feel its heft and weight against his thigh. "Do you regret saving my life, Orion Pax?" he rumbled, his frame vibrating in a deep purr.

A gush of lubricant from the open valve, smearing his plating. "No -! Never!"

Megatron raised his other hand, wrapping it around Orion's helm and then sliding it over to grip one of the finials there. "You are the reason I'm still here, old friend."

He'd expected it to pain him, expected to spit the admission out, a spurt of acidic, corrosive envy he couldn't quite smooth over. Instead the words came easy, soft and lulling, warm with admiration.

"I - no. No. You could have -"

"Perhaps. Perhaps I would have died at our enemy's hands." Megatron bit, feeling energon gush warm against his scarred mouthplates. He licked at it, savoring the taste.

Orion mewled, half pleased and half resisting. "There - _ah!_ There's so much I don't remember. So much I - so much I have lost."

"And yet you won the war for the Decepticons. For me."

"I -"

Megatron straightened up, staring down at his berthmate. At the bright, broad frame, the glass panels framing the chest, the broad shoulders bearing his mark. The blue of the pelvic plating, the spike rising from it and the valve smeared with silvery lubricant.

"You were in danger," Orion said, stubborn and insistent. "I thought only of that. I am - I have more doubts than you would wish, old friend."

"It is only natural," Megatron soothed. "You said it yourself. There is much that you have lost."

"I spend my nights here in your berth, as your consort, honored above all others - and yet my nightmares continue."

Megatron's purr of pleasure became a growl. "Are you saying you would leave your place here, Orion Pax?"

The azure optics flickered. Megatron's spark froze, knowing that the mech beneath him truly was thinking the question over. Energy surged through his weapons systems again. _I will not lose you again, old friend, _he vowed, his scarred lip plates drawn back in a snarl, his fangs a gleaming circle of blades._ If you leave, I will destroy you._

"No," Orion answered finally, his optics neither bright with berserker rage nor with desire. Instead they glowed a dimmer, steady blue, the blue of a mech who had faced his pain and made his peace with it. "You are all I have left, old friend."

Megatron's snarl twisted into a smile. He chuckled once, reaching down to hoist Orion's legs up around his waist. He pressed his spike to the rim of Orion's valve and shuttered his optics, savoring the feeling of the wetness there.

"Yes," Orion sighed, his voice laced with static.

Megatron's optics irised open again. As he sank his spike into the valve in front of him, he could see that Orion's were bright, a shining clear blue that burned in his vision as the warm heat enveloped him.


End file.
